About The ProductionProducer Rich Middlemas wasn't looking for professional inspiration when he
pulled up the online edition of the Memphis Commercial Appeal, the largest
newspaper in Memphis. It was early February 2009, and Middlemas -- a
self-described "crazed college football fan" - was catching up on the news out
of his alma mater, the University of Tennessee, and its football team, the
Volunteers. "I was following the recruiting, as I am wont to do, year after
year," he laughs. "The new coach at UT, Lane Kiffin, was making a scouting trip
and his first stop was in Memphis to visit with a couple of kids. I didn't
recognize their names, and there was a link to another story at the end of the
page. I clicked over to that, never in a million years thinking that it would
spawn a movie idea. But that's what happened. "

Written by Jason Smith, "Raising O.C.: Three Families Have Arms Around This Top
Prospect" was about a 16-year-old named O.C., a big, powerful and stunningly
fast left tackle on the Manassas High Tigers in North Memphis. In an effort to
raise his grades and take advantage of college athletic scholarships, the
African-American teenager from hardscrabble North Memphis was living part-time
in affluent East Memphis, where he received regular tutoring at the home of
Tigers volunteer coach Mike Ray. He spent his weekends back home with his
siblings and his grandmother, Ethel Hayes, who had raised him since age 2.

In its broad outlines O.C.'s situation was reminiscent of that of pro football
player Michael Oher, as chronicled in Michael Lewis' 2006 nonfiction bestseller
The Blind Side. The book was in fact discussed in Smith's article (the film
hadn't yet been made), and Middlemas had read it several months before. "I
remember thinking when I read The Blind Side that it would have been such an
interesting world to chronicle on film. So I was somewhat gob-smacked when I
read the article about this kid, O.C., shuttling between these two disparate
worlds in order to improve his grades," says Middlemas. "But whereas Michael Oher
had been on his own and was plucked from the inner city, moved to the suburbs
and put in a private school, O.C. had a family and was living at home part-time.
He was still going to the same school, and he was still able to be around his
friends. I thought it was a really compelling story."

Middlemas brought the article to the attention of his friends and fellow
filmmakers, Dan Lindsay and T.J. Martin, who shared co-writing credit on the
documentary LAST CUP: ROAD TO THE WORLD SERIES OF BEER PONG, which Lindsay
directed and Martin edited. Middlemas, Lindsay and Martin had previously talked
about finding a project to make together. Lindsay and Martin agreed on the
potential inherent in the story of the young athlete and the people who had come
together across racial and socioeconomic lines to help him pursue his dreams.
"This wasn't only a sports story," says Martin. "We definitely thought it was
worth looking into."

The filmmakers managed to get in touch with Coach Mike Ray, who in turn put them
in contact with another volunteer coach mentioned in the newspaper story, Bill
Courtney. The two coaches were a little perplexed by the filmmakers' interest,
but were agreeable to meeting them. "I think Mike and Bill thought that we were
kind of crazy to think that there could be a movie there. But they welcomed us
to come out and visit," remembers Middlemas.

Lindsay and Middlemas travelled to Memphis in late March and began to learn more
about the Tigers and met Bill Courtney, who in 2001 bought a lumber business in
North Memphis, an area that had gone downhill with the closing of a Firestone
tire factory. In the spring of 2004, Courtney began volunteering as an offensive
coordinator to the Tigers. Prior to Courtney's arrival, the Tigers regularly
went entire seasons without winning a game. The underfunded football program
raised by money through "pay games": matches with rival teams who paid for the
opportunity to sharpen their skills while pummeling the Tigers. Now pay games
were a thing of the past, and the Tigers had improved enough to attract the kind
of talented players who would have shunned the team before. And the upcoming
2009/2010 season was shaping up to be the Tigers' best yet. Coach Courtney
strongly believed the team had a real shot at winning its first playoff game in
the school's 110-year history.

Along with an unexpectedly dramatic story, the filmmakers found a compelling mix
of personalities at Manassas High School. To begin with, there was O.C., a
formidable force on the field and, in Lindsay's description "a lovable giant"
off the field. There was Coach Courtney, a perceptive, charismatic and
compassionate man whose commitment to the student athletes had deep personal
roots. And there was the Tigers' offensive tackle, Montrail, nicknamed "Money,"
a personable, hard-working honors student with his sights set on an academic
scholarship; when
Middlemas and Lindsay first met Money, he was helping Coach Courtney open the
weight room one morning.

By the time Lindsay and Middlemas returned to Memphis for a second visit at
the end of May, UNDEFEATED had evolved from the story of an individual player to
the story of the team and the volunteer coaches who concerned themselves with
the personal welfare of their students as well as their athletic performance.
They began filming interviews with Money, starting with a visit at the house in
North Memphis where he lived with his grandmother. Remembers Lindsay, "Money
took us into the backyard and showed us his pet turtle. He picked up the turtle
and starting telling us about it, and how it protects itself with its hard
shell. It was an incredible moment, and said so much about who Money is. To have
that happen on our first day with him affirmed to us that he belonged in this
film."

Meanwhile, Lindsay, Martin and Middlemas had begun making key creative and
logistical determinations about how they would tackle the film. They opted for a
classic cinema verite approach, which would enable them capture events in real
time while delivering authentic, fully dimensional representations of the
individuals featured in the film. They decided to limit the production crew to
the three of them, with Lindsay and Martin assuming camera and sound duties as
well as direction. And they agreed to relocate to Memphis for the entirety of
the production, which would allow them to better understand their subjects and
the community they lived in.

It was approach that found favor with the Tigers' volunteer coaches, as well as
the school's principal, Dr. Gloria Williams, and the Memphis School Board. "Bill
and Mike were understandably very protective of the kids on the team. All the
adults were," Lindsay comments. "A community like North Memphis doesn't get its
story told very often, and when it does happen it's often sensationalized. That
was the last thing any of us wanted to do. We wanted to make a movie that let
the characters tell their own stories, and brought viewers into the experience."

Adds Middlemas, "We felt like it was only appropriate to have a
boots-on-ground team that was limited to Dan, T.J. and me. For the school board,
one of their biggest concerns was that we not be a distracting presence in the
school, because obviously their mandate is to educate these kids. At the same
time, the type of film we wanted to make - intimate, fly-on-the-wall - lent
itself to a small footprint."

During both trips to Memphis, Lindsay had been forwarding footage back to Los
Angeles, so Martin could begin preparing a reel to present to potential
production partners. The clock was ticking as the team reassembled in Los
Ang